Menlo Systems, Inc.
General Terms and Conditions of Sale

Acceptance of Terms
Any quotation provided by Menlo Systems, Inc. (“Menlo Systems”) for sale of any Menlo Systems
product (“Product”) and these Terms and Conditions of Sale (collectively the “Agreement”), shall prevailover terms and conditions contained in any purchase order, confirmation or other writing submitted byBuyer (“Buyer”) to Menlo Systems. THESE TERMS AND CONDITIONS OF SALE SHALL BE THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE TERMS OF AGREEMENT BETWEEN MENLO SYSTEMS AND BUYER.
Prices and PaymentAll price quotations are subject to confirmation and are non-binding. Unless otherwise agreed to by
Menlo Systems in writing, all prices for the sale of Product are to be paid in United States Dollars. Allpayments are due and payable in thirty (30) days from date of invoice. Menlo Systems reserves theright to require alternative payment terms, including without limitation, letter of credit or payment inadvance.
All prices are exclusive of all federal, state, municipal or other government excise, sales, use,
occupational or like taxes or duties, tariffs, fees or charges (“Tax(es)”) now in force or enacted in thefuture. All federal, state, municipal or other government excise, sales, use, occupational or like Taxes
shall be payable by Buyer. Duties, tariffs, and related fees or charges shall be payable by Menlo
Systems.
Deliveries/Delay in Delivery
Shipments of Products are subject to Menlo Systems availability. Menlo Systems shall use reasonable
efforts to meet any scheduled delivery date(s), but will not be liable for failure to meet such dates andreserves the right to make partial deliveries. Menlo Systems shall invoice such partial deliveries
separately and Buyer shall pay such invoices when due (within thirty (30) days after shipment), without
regard to later deliveries.
Shipping terms are FOB Destination, prepaid and added, to Buyer’s location unless otherwise agreed toin writing by Menlo Systems.
Limited Warranty
Subject to Buyer’s compliance with the Product Return/Repair Policy set forth below, Menlo Systems
warrants with respect to all Products delivered hereunder that, for a period of twelve (12) months afterthe date of delivery, the Products shall conform to Menlo Systems Specifications for such Product. IfMenlo Systems receives prompt notice from Buyer in writing of defects in the Products during thewarranty period, Menlo Systems shall, at its option repair or replace the Product. Warranty service shallbe at a Menlo Systems location. On-site repair is excluded from the Limited Warranty.
Two (2) Limited Warranty Extension options (to twenty-four (24) or thirty-six (36) months total) areavailable for all Menlo Systems Product and may be purchased at any time during the initial twelve (12)month warranty period. Menlo Systems will provide a formal quote upon request.
Menlo Systems shall have no obligation under the Limited Warranty or otherwise, and this Limited
Warranty does not apply to Products which are (a) items repaired, modified, or altered by any party
other than Menlo Systems; (b) items subjected to unusual physical, thermal, or electrical stress; (c)items damaged due to accident or negligence in use, storage, transportation or handling.
To the extent the Product is incorporated into any other instrument or device, Menlo Systems makes norepresentation with respect to the safety, efficacy, accuracy, reliability, use or fitness for intended
purpose of such integrated product. To the extent so incorporated into any other instrument or device,
Buyer hereby agrees to indemnify and hold Menlo Systems harmless from any claims, suits, liabilities,
losses, damages, expenses (including reasonable attorneys’ and experts’ fees and expenses) and costs
arising from or relating to any defects in and/or the use of such integrated product and/or the failure ofsuch integrated product to comply with any applicable laws or regulations.
Subject to Buyer’s compliance with the procedures set forth in paragraph entitled “ProductReturn/Repair Policy” below, Menlo Systems’ sole obligation, and Buyer’s exclusive remedy for any
defective Product, shall be limited, at Menlo Systems’ option to either repairing or replacing, free ofcharge for materials or labor, any Product which is proved not in compliance with the Limited Warranty
during the Warranty Period.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH ABOVE, MENLO SYSTEMS MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND EXPRESSLY DISCLAIMSALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
Product Return/Repair Policy
Buyer will notify Menlo Systems about the occurrence of defective or non-operational Product andrequest a “Return Authorization Number” (hereinafter referred to as “RMA#”) from Menlo Systems forthe item(s) Buyer would like to return for repair. This RMA# is to be used for all correspondence andshipping documents that relate to the Product. Instructions for packaging and shipping will be provided
by Menlo Systems. Buyer is responsible for shipping cost to Menlo Systems unless Product is underWarranty. Menlo Systems is responsible for shipping cost to return Product to Buyer’s location. The

Buyer is responsible for any taxes, duties and related fees or charges for the return shipment to Buyer’s
location unless Product is under Warranty.
Limitation on Liability
IN NO CASE SHALL MENLO SYSTEMS BE LIABLE TO ANYONE FOR ANY CONSEQUENTIAL OR INCIDENTALDAMAGES FOR BREACH OF THIS OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, OR UPON ANYOTHER BASIS OF LIABILITY WHATSOEVER, EVEN IF THE LOSS OR DAMAGE IS CAUSED BY MENLOSYSTEMS’ OWN NEGLIGENCE OR FAULT.
CONSEQUENTLY, MENLO SYSTEMS SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY, PROPERTYDAMAGE OR OTHER LOSS BASED ON THE USE OF THE PRODUCT IN COMBINATION WITH ORINTEGRATED INTO ANY OTHER INSTRUMENT OR DEVICE. HOWEVER, IF MENLO SYSTEMS IS HELDLIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE ARISING UNDER LIMITEDWARRANTY OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, MENLO SYSTEMS’ MAXIMUMLIABILITY SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE OF THE PRODUCT WHICH SHALL BE
THE COMPLETE AND EXCLUSIVE REMEDY AGAINST MENLO SYSTEMS.
Intellectual Property Rights
Any intellectual property rights on a worldwide basis, including, without limitation, patentable
inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moralrights, trademarks, service marks, trade names, trade dress, trade secrets and all applications andregistrations of all of the foregoing resulting from the performance of these Terms and Conditions ofSale that is conceived developed, discovered or reduced to practice by Menlo Systems, shall be theexclusive property of Menlo Systems. Specifically, Menlo Systems shall exclusively own all rights, titleand interest (including, without limitation, all intellectual property rights throughout the world) in andto the Products and any and all inventions works of authorship, layouts, know-how, ideas or information
discovered, developed, made, conceived or reduced to practice, by Menlo Systems in the course of theperformance of these Terms and Conditions of Sale.
MiscellaneousA. Assignment. These Terms and Conditions of Sale and the rights of Buyer hereunder may not be
assigned in whole or in part without the prior written consent of Menlo Systems.
B. Export Control Laws. Buyer shall comply with all applicable laws, regulations and treaties
relating to the sale and destination of the Products, including without limitation, U.S. andEuropean export control regulations. Buyer will defend, indemnify and hold Menlo Systems
harmless for any damages or costs to Menlo Systems arising from Buyer’s failure to comply withthese terms.

C. Invalidity. If any provision of these Terms and Conditions of Sale is held invalid by any
governing law or regulation or by any courts having valid jurisdiction, such invalidity will notaffect the enforceability of other provisions.
D. Governing Law/Entire Agreement. Buyer acknowledges and agrees that these Terms andConditions of Sale shall be governed by and construed in accordance with the laws of New
Jersey without reference to any conflict of law rule. Buyer and Menlo Systems expressly agree
that any disputes under these Terms and Conditions of Sale shall be resolved exclusively in thecourts located within Sussex Count, New Jersey. These Terms and Conditions of Sale constitutethe entire agreements between Buyer and Menlo Systems with respect to Buyer’s purchase of
the Products and supersedes all prior agreements and understandings with respect to such
purchase and may not be changed or amended, or superseded by conflicting terms andconditions submitted by Buyer.